UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
JASPER
THERAPEUTICS, INC.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
471871202
(CUSIP
Number)
December
31, 2023
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| * | The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
NO. 471871202
| 1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Soleus
Capital Master Fund, L.P. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
987,096
(1) |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
987,096
(1) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
987,096
(1) |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8%
(2) |
| 12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
FI |
FOOTNOTES
| (1) | The shares of common stock
reported in this row are held by Soleus Capital Master Fund, L.P. (“Master Fund”). Soleus Capital, LLC is the sole
general partner of Master Fund and thus holds voting and dispositive power over the shares held by Master Fund. Soleus Capital
Group, LLC is the sole managing member of Soleus Capital, LLC. Mr. Guy Levy is the sole managing member of Soleus Capital Group,
LLC. Each of Soleus Capital Group, LLC, Soleus Capital, LLC and Mr. Guy Levy disclaims beneficial ownership of these securities held
by Master Fund and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes
of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of their respective pecuniary interests
therein. These share were also reported after giving effect to a one-for-ten reverse stock split of the Issuer conducted on January
4, 2024 (the “Reverse Split”). |
| (2) | This
percentage is calculated based upon 11,157,526 shares of common stock
outstanding of the Issuer as of October 31, 2023, after giving effect to the Reverse Split, as disclosed in the Issuer’s Quarterly
Report on Form 10-Q for the period ended September 30, 2023 that was filed with the Securities and Exchange Commission on November 9,
2023 (the “Form 10-Q”). |
CUSIP
NO. 471871202
| 1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Soleus
Capital, LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
987,096
(1) |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
987,096
(1) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
987,096
(1) |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8%
(2) |
| 12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
FOOTNOTES
| (1) | The
shares of common stock reported in this row are held by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund and
thus holds voting and dispositive power over the shares held by Master Fund. Soleus Capital Group, LLC is the sole managing member of
Soleus Capital, LLC. Mr. Guy Levy is the sole managing member of Soleus Capital Group, LLC. Each of Soleus Capital Group, LLC, Soleus
Capital, LLC and Mr. Guy Levy disclaims beneficial ownership of these securities held by Master Fund and this report shall not be deemed
an admission that they are the beneficial owners of such securities for purposes of Section 13(d) of the Exchange Act, or for any other
purpose, except to the extent of their respective pecuniary interests therein. These share were also reported after giving effect to the Reverse Split. |
| (2) | This
percentage is calculated based upon 11,157,526 shares of common stock
outstanding of the Issuer as of October 31, 2023, after giving effect to the Reverse Split, as reported in the Form 10-Q. |
CUSIP
NO. 471871202
| 1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Soleus
Capital Group, LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
987,096
(1) |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
987,096
(1) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
987,096
(1) |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8%
(2) |
| 12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
FOOTNOTES
| (1) | The
shares of common stock reported in this row are held by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund and
thus holds voting and dispositive power over the shares held by Master Fund. Soleus Capital Group, LLC is the sole managing member of
Soleus Capital, LLC. Mr. Guy Levy is the sole managing member of Soleus Capital Group, LLC. Each of Soleus Capital Group, LLC, Soleus
Capital, LLC and Mr. Guy Levy disclaims beneficial ownership of these securities held by Master Fund and this report shall not be deemed
an admission that they are the beneficial owners of such securities for purposes of Section 13(d) of the Exchange Act, or for any other
purpose, except to the extent of their respective pecuniary interests therein. These share were also reported after giving effect to
the Reverse Split. |
| (2) | This percentage is calculated
based upon 11,157,526 shares of common stock outstanding of the Issuer as of October 31, 2023, after giving effect to the Reverse
Split, as reported in the Form 10-Q. |
CUSIP
NO. 471871202
| 1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Guy
Levy |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
987,096
(1) |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
987,096
(1) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
987,096
(1) |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8%
(2) |
| 12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
FOOTNOTES
| (1) | The
shares of common stock reported in this row are held by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund and
thus holds voting and dispositive power over the shares held by Master Fund. Soleus Capital Group, LLC is the sole managing member of
Soleus Capital, LLC. Mr. Guy Levy is the sole managing member of Soleus Capital Group, LLC. Each of Soleus Capital Group, LLC, Soleus
Capital, LLC and Mr. Guy Levy disclaims beneficial ownership of these securities held by Master Fund and this report shall not be deemed
an admission that they are the beneficial owners of such securities for purposes of Section 13(d) of the Exchange Act, or for any other
purpose, except to the extent of their respective pecuniary interests therein. These share were also reported after giving effect to
the Reverse Split. |
| (2) | This percentage is calculated
based upon 11,157,526 shares of common stock outstanding of the Issuer as of October 31, 2023, , after giving effect to the Reverse
Split, as reported in the Form 10-Q. |
Item
1.
Jasper
Therapeutics, Inc.
| (b) | Address
of Issuer’s Principal Executive Offices |
2200
Bridge Pkwy Suite #102
Redwood City, CA 94065
Item
2.
| (a) | Name
of Person(s) Filing |
Soleus
Capital Master Fund, L.P.
Soleus Capital, LLC
Soleus
Capital Group, LLC
Guy Levy
| (b) | Address
of Principal Business Office or, if none, Residence |
Soleus
Capital Master Fund, L.P.
104
Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus
Capital, LLC
104
Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus
Capital Group, LLC
104
Field Point Road, 2nd Floor
Greenwich, CT 06830
Guy
Levy
c/o
Soleus Capital Management, L.P
104
Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus
Capital Master Fund, L.P. – Cayman Islands
Soleus Capital, LLC – Delaware
Soleus
Capital Group, LLC – Delaware
Guy Levy – United States
| (d) | Title
of Class of Securities |
Common
Stock
471871202
| Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ |
Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o). |
| | | |
|
| (b) | ☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| | | |
|
| (c) | ☐ |
Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. ☐78c). |
| | | |
|
| (d) | ☐ |
Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8). |
| | | |
|
| (e) | ☐ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| | | |
|
| (f) | ☐ |
An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
| | | |
|
| (g) | ☐ |
A parent holding company or control person in accordance with
§ 240.13d-1(b)(1)(ii)(G); |
| | | |
|
| (h) | ☐ |
A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813); |
| | | |
|
| (i) | ☐ |
A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| | | |
|
| (j) | ☐ |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). |
| | | |
|
| (k) | ☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(K). If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
Reference
is made to Items 5 – 11 on the preceding pages of this Schedule 13G.
Master
Fund held, as of the close of business on December 31, 2023, and after giving effect to the Reverse Split, an aggregate of 987,096 shares
of the common stock of the Issuer. As the general partner of Master Fund, Soleus Capital, LLC may be deemed to have shared power to vote
or to direct the vote and to dispose or to direct the disposition of the shares held by Master Fund. As the sole managing member of Soleus
Capital, LLC, Soleus Capital Group, LLC may be deemed to have shared power to vote or to direct the vote and to dispose or to direct
the disposition of the shares held by Master Fund. As the sole managing member of Soleus Capital Group, LLC, Mr. Guy Levy may be deemed
to have shared power to vote or direct the vote and to dispose or to direct the disposition of the Shares held by Master Fund.
Neither
the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that Mr. Levy, Soleus Capital, LLC
or Soleus Capital Group, LLC is the beneficial owner of the shares of the common stock of the Issuer referred to herein for purposes
of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly
disclaimed, except to the extent of their respective pecuniary interests therein.
| Item
5. | Ownership
of Five Percent or Less of a Class |
Not
applicable.
| Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Not
applicable.
| Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not
applicable.
| Item
8. | Identification
and Classification of Members of the Group |
Not
applicable.
| Item
9. | Notice
of Dissolution of Group |
Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose, or with the effect, of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
| Date: February 2, 2024 |
Soleus Capital Master Fund, L.P. |
| |
|
|
| |
By: |
Soleus Capital, LLC, its General Partner |
| |
|
|
| |
By: |
Soleus Capital Group, LLC, its Managing Manager |
| |
|
|
| |
By: |
/s/ Guy Levy |
| |
Name: |
Guy Levy |
| |
Title: |
Managing Member |
| |
|
|
| Date: February 2, 2024 |
Soleus Capital, LLC |
| |
|
|
| |
By: |
Soleus Capital Group, LLC, its Managing Manager |
| |
|
|
| |
By: |
/s/ Guy Levy |
| |
Name: |
Guy Levy |
| |
Title: |
Managing Member |
| |
|
|
| Date: February 2, 2024 |
Soleus Capital Group, LLC |
| |
|
|
| |
By: |
/s/ Guy Levy |
| |
Name: |
Guy Levy |
| |
Title: |
Managing Member |
| |
|
|
| Date: February 2, 2024 |
/s/ Guy Levy |
| |
Name: |
Guy Levy |
Footnotes:
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
EXHIBIT
A
JOINT
FILING AGREEMENT
Soleus
Capital Master Fund, L.P., a Cayman Islands exempted limited partnership, Soleus Capital, LLC, a Delaware limited liability company,
Soleus Capital Group, LLC, a Delaware limited liability company, and Guy Levy, an individual, hereby agree to file jointly the statement
on Schedule 13G to which this Joint Filing Agreement is attached, and any amendments thereto which may be deemed necessary, pursuant
to Regulation 13D-G under the Securities Exchange Act of 1934, as amended.
It
is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto,
and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for
the completeness or accuracy of information concerning the other party unless such party knows or has reason to believe that such information
is inaccurate.
It
is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments
hereto, filed on behalf of each of the parties hereto.
| Date: February 2, 2024 |
Soleus Capital Master Fund, L.P. |
| |
|
|
| |
By: |
Soleus Capital, LLC, its General Partner |
| |
|
|
| |
By: |
Soleus Capital Group, LLC, its Managing Manager |
| |
|
|
| |
By: |
/s/ Guy Levy |
| |
Name: |
Guy Levy |
| |
Title: |
Managing Member |
| |
|
|
| Date: February 2, 2024 |
Soleus Capital, LLC |
| |
|
|
| |
By: |
Soleus Capital Group, LLC, its Managing Manager |
| |
|
|
| |
By: |
/s/ Guy Levy |
| |
Name: |
Guy Levy |
| |
Title: |
Managing Member |
| |
|
|
| Date: February 2, 2024 |
Soleus Capital Group, LLC |
| |
|
|
| |
By: |
/s/ Guy Levy |
| |
Name: |
Guy Levy |
| |
Title: |
Managing Member |
| |
|
|
| Date: February 2, 2024 |
/s/ Guy Levy |
| |
Name: |
Guy Levy |
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